SEVENTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

          This
Seventh Amendment to Loan and Security Agreement is entered into as of June 30,
2003 (the “Amendment”), by and between COMERICA BANK, successor by merger to
COMERICA BANK-CALIFORNIA (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“Parent”) and
MML ACQUISITION CORP. (individually, a “Borrower” and collectively, the
“Borrowers”).

RECITALS

          Borrowers
and Bank are parties to that certain Loan and Security Agreement dated as of
February 26, 2001, as amended from time to time, including but not limited to
by that certain Amendment to Loan and Security Agreement dated as of May 25,
2001, that certain Second Amendment to Loan and Security Agreement dated as of
June 18, 2001, that certain Third Amendment to Loan and Security Agreement
dated as of December 21, 2001 (the “Third Amendment”), that certain Fourth
Amendment to Loan and Security Agreement dated as of July 2, 2002, that certain
Fifth Amendment to Loan and Security Agreement dated as of August 13, 2002, and
that certain Sixth Amendment to Loan and Security Agreement dated as of October
31, 2002 (collectively, the “Loan Agreement”).

          In
addition, Bank agreed to make the Term Loan (as defined in the Third Amendment)
to Parent under the terms and conditions set forth in the Term Loan Agreement,
the Note, Addendum to Note, and Environmental Indemnity
(each as defined in the Third Amendment and dated as of December 21, 2001)
(collectively, the “Term Loan Agreements”).  Parent’s obligations under the Term Loan Agreements are secured
by the Collateral as well as by a Deed of
Trust, Security Agreement, and Fixture Filing (With Assignment of Rents and
Leases) recorded on December 26,2001, as File Number 2001-0954268, in
the office of the County Recorder of San Diego County, California (the “Deed of
Trust”), an Assignment of Real Property Leases and Rents (the “Assignment”),
and a UCC fixture filing, each dated as of December 21, 2001.  The Loan Agreement, the Term Loan
Agreements, the Deed of Trust and the Assignment are collectively referred to
herein as the Loan Documents.

          The
parties desire to amend the Loan Documents in accordance with the terms of this
Amendment.

          NOW,
THEREFORE, the parties agree as follows:

          1.          Section
6.10 of the Loan Agreement hereby is amended in its entirety to read as
follows:

	
   
	
  “6.10     Tangible Net
  Worth.  Borrowers shall maintain,
  as of the last day of each calendar month, a Tangible Net Worth of not less
  than Eighteen Million Dollars ($18,000,000).”



          2.          Exhibit
D to the Loan Agreement hereby is replaced by Exhibit D attached hereto.

          3.          In
consideration of the foregoing amendment, Borrowers agree to pay and perform
each and all of the conditions and covenants required to be performed by
Borrowers pursuant to the Loan Documents.

          4.          Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Loan Documents.  The
Loan Documents, as amended hereby, shall be and remain in full force and effect
in accordance with their respective terms and hereby are ratified and confirmed
in all respects.  Except as expressly
set forth herein, the execution, delivery, and performance of this Amendment
shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of Bank under the Loan Documents, as in effect prior to the date
hereof.  Each Borrower ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties, security
agreements, mortgages, deeds of trust, environmental agreements, and all other
instruments, documents and agreements entered into in connection with the Loan
Documents.






          5.          Each
Borrower represents and warrants that the representations and warranties
contained in the Loan Documents are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.

          6.          This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.

          7.          As
a condition to the effectiveness of this Amendment, Bank shall have received,
in form and substance satisfactory to Bank, the following:

          (a)         This
Amendment, duly executed by the Borrowers;

          (b)         An
amount equal to all Bank Expenses incurred to date, which amount may be debited
from any of Borrower’s account no. 1891-382036; and

          (c)         Such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.

          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

	
   
	
  MAXWELL TECHNOLOGIES, INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ [illegible]
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: VP CFO
	
   

	
   
	
   
	
   

	
   
	
  MML ACQUISITION CORP. 
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ [illegible]
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: VP CFO
	
   

	
   
	
   
	
   

	
   
	
  COMERICA BANK
	
   

	
   
	
   
	
   

	
   
	
  By: /s/ [illegible]
	
   

	
   
	
   
	
  


  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   










EXHIBIT D

COMPLIANCE CERTIFICATE

	
  TO:

  	
  COMERICA BANK

	
   
	
   

	
  FROM:
	
  MAXWELL TECHNOLOGIES, INC., MML ACQUISITION CORP.



          The
undersigned authorized officer of MAXWELL TECHNOLOGIES, INC. (“Parent”) on
behalf of Parent and MML ACQUISITION CORP. (collectively, “Borrowers”) hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrowers and Bank (the “Agreement”), (i)
Borrower(s) are in complete compliance for the period ending
____________________ with all required covenants except as noted below and (ii)
all representations and warranties of Borrowers stated in the Agreement are
true and correct in all material respects as of the date hereof.  Attached herewith are the required documents
supporting the above certification.  The
Officer further certifies that these are prepared in accordance with Generally
Accepted Accounting Principles (GAAP) and are consistently applied from one
period to the next except as explained in an accompanying letter or footnotes.

Please
indicate compliance status by circling Yes/No under “Complies” column.

	
  Reporting Covenant
	
   
	
  Required
	
   
	
  Complies

	
  


  	
   
	
  


  	
   
	
  


  
	
   
	
   
	
   
	
   
	
   

	
  Monthly financial
  statements
	
   
	
  Monthly within 30 days
	
   
	
  Yes
	
  No

	
  Quarterly financial
  statements
	
   
	
  Quarterly within 45 days
	
   
	
  Yes
	
  No

	
  Annual (CPA Audited)
	
   
	
  FYE within 90 days
	
   
	
  Yes
	
  No

	
  10K & 10Q
	
   
	
  within 5 days of filing
	
   
	
  Yes
	
  No

	
  IP Report
	
   
	
  Within 30 days of 2/1 and
  8/1
	
   
	
  Yes
	
  No





	
  Financial Covenant

  	
   
	
  Required

  	
   
	
  Actual

  	
   
	
  Complies

  
	
  


  	
   
	
  


  	
   
	
  


  	
   
	
  


  
	
  Maintain monthly:

  	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
           Minimum
  Tangible Net Worth
	
   
	
  $ 18,000,000
	
   
	
  $_______
	
   
	
  Yes
	
  No





	
  Comments Regarding Exceptions:  See
  Attached.

  	
   
	
  BANK USE ONLY

  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Received by: 

  	
   

	
   
	
   
	
   
	
  


  	
   

	
  Sincerely,
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
  Date: 
	
   

	
   
	
   
	
   
	
  


  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Verified: 
	
   

	
  


  	
   
	
   
	
  


  	
   

	
  SIGNATURE
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Date: 
	
   

	
  


  	
   
	
   
	
  


  	
   

	
  TITLE
	
   
	
   
	
   

	
   
	
   
	
  Compliance
  Status                    Yes                  No
	
   

	
  DATE 
	
   
	
   
	
   

	
   
	
  


  	
   
	
   
	
   

									


[Illegible
initials]